Seagate plc definition
Examples of Seagate plc in a sentence
The Successor Transaction described in the Proxy Statement filed with the SEC by Seagate plc on March 3, 2021 (the “Proxy Statement”) shall have been consummated and the Scheme Effective Date (as defined in the Proxy Statement) shall have occurred in all material respects in accordance with the Proxy Statement description.
Notwithstanding the foregoing, the Company shall not have any obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, that the premium costs for such insurance are disproportionate to the amount of coverage provided, that the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by Seagate plc or any Subsidiary.
The Company and the Indemnitee acknowledge that in certain instances, law or public policy may prohibit the Company from indemnifying the directors and officers of Seagate plc and its Subsidiaries under this Deed or otherwise.
The indemnification provided by this Deed shall not be deemed exclusive of any rights to which an Indemnitee may be entitled under the Articles of Association, any agreement, any vote of the members of the Company, any vote of the members or shareholders of Seagate plc or any relevant Subsidiary, the Companies Law, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.
The Indemnitee understands and acknowledges that the Seagate plc as the parent entity of the Company and which is subject to the Securities Acts of the United States has undertaken with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted fraudulently or dishonestly or consciously, intentionally or wilfully failed to act in good faith with a view to the best interests of Seagate plc or the relevant Subsidiary, as applicable.
Effective as of the Scheme Effective Time (as defined in the Proxy Statement) on the Joinder Effective Date, Seagate plc, Holdings and the Administrative Agent agree that Holdings shall become a party to the Credit Agreement, the U.S. Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement in accordance with the terms of this Article.
Following the period set forth above, the Indemnitee agrees to continue to serve in such capacity at the will of Seagate plc or such Subsidiary, as applicable (or under separate agreement, if such agreement exists), so long as he or she is duly appointed or elected in accordance with the applicable provisions of the Articles of Association of Seagate plc or the corresponding constitutive document of such Subsidiary, as applicable, or until such time as he or she tenders his or her resignation in writing.
Holdings hereby agrees to become a party to the Credit Agreement with the same force and effect as if it were an original signatory thereto, agrees to assume and be bound by and to comply with all of the terms and provisions of the Credit Agreement applicable to Seagate plc as in effect prior to consummation of the Successor Transaction, and hereby ratifies all of the terms, provisions and conditions applicable to it upon such joinder contained in the Credit Agreement.
Seagate plc or the relevant Subsidiary shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.